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SBIR Source Terms of Use Agreement

Effective Date: January 23, 2013

1. INTRODUCTION

SBIR Source welcomes you. Please carefully review these Terms of Use ("TOU" or "Agreement"), as they contain important information regarding your legal rights, remedies, and obligations. The TOU apply if you visit, view, use, or access (collectively, "access") SBIR Source’s websites made available on sbirsource.com (the "Website"), and/or (hereinafter, "or") if, through any Internet-enabled mechanism, you access data, information, products, services, or applications (collectively, "Services") made available by or from SBIR Source.

2. LEGALLY BINDING AGREEMENT

By accessing the Website or Services, you represent and warrant that you have read and understood, and agree to be bound by these TOU and that you acknowledge the adequacy of consideration of this Agreement. Please review this document carefully as it is a legally binding document between you and SBIR Source. If you do not agree to these TOU, you are prohibited from accessing the Website and the SERVICES. Please exit immediately. SBIR Source reserves the right to modify, alter and update the content of these TOU at any time. Changed TOU will be indicated by the "effective date" at the top of this agreement. If you do not agree to such changes, please exit the Website and Services immediately.

3. ELIGIBILITY

The Website and Services are not targeted to, and should not be used by, persons under the age of 18. BY ACCESSING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from accessing the website or services under the laws of any applicable jurisdiction.

4. PRIVACY STATEMENT; CHANGES TO AGREEMENT AND PRIVACY STATEMENT

Privacy Statement. By accessing the Website, you consent to the collection and use of certain information about you, as specified in the SBIR Source Privacy Policy, incorporated hereto. SBIR Source encourages users of the Website to frequently check the SBIR Source Privacy Policy. By accessing the Website, you represent and warrant that you have read and understood, and agree to be bound by, the SBIR Source Privacy Policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THE SBIR SOURCE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE.

Changes. SBIR SOURCE RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND/OR THE SBIR SOURCE PRIVACY POLICY AT ANY TIME. Notice of any such change will be given by the posting of a new version or a change notice on the Website. It is your responsibility to review this Agreement and the SBIR Source Privacy Policy periodically. If at any time you find any unacceptable, you must immediately leave the Website and refrain from using the Website and Services.

5. MEMBER REGISTRATION, SCREEN NAME, AND POINTS

Member Registration. By accessing the Website, you are not automatically a SBIR Source Member; you are a "Website Visitor". In order to become a SBIR Source Member, you are required to complete a registration process. You certify, represent and warrant that the information you provide therein is true, accurate, complete, current, and that it belongs to you. You shall keep your information complete and up-to-date at all times. Failure to maintain your registration information may cause your access to the Services to be interrupted, suspended, or terminated. You are responsible for monitoring your account, changing your password periodically and notifying SBIR Source immediately of any unauthorized use or breach of security of your password.

6. SUBSCRIPTION ACCOUNTS

Generally. SBIR Source offers additional, paid, services (each, a "Plan"). Subscription fees and terms vary and additional conditions, restrictions and limitations may apply to each Plan. To view your particular Plan Details, login and click on the "My Profile" link. If your current plan is not satisfying your needs, you may email us at [email protected] for more information.

Method of Payment. Payments may be made by credit card. Unless otherwise indicated in your Plan Details, your credit card will be charged on a recurring basis as long as your account remains open and active. Your account will remain open and active until your membership is canceled, suspended or terminated. You authorize SBIR Source to charge your credit card for your recurring subscription fee payments as applicable based upon your Plan Details. SBIR Source is permitted to bill you as described in your Plan Details, including any applicable tax and any other charges you may incur in connection with your use of the Website or Services. Additional charges may include other requested data services.

Your Credit Card Information. You are required to provide all information necessary to open and maintain your subscription account. For security purposes, certain plans may require that you to enter and maintain valid credit card information regardless of any applicable payment options. You authorize SBIR Source to share information as is necessary to process your payments. SBIR Source will use commercially reasonable business practices to secure your credit card information. You shall keep your credit card information up-to-date with SBIR Source at all times. You must promptly notify SBIR Source of credit card loss, theft or unauthorized usage. Unless you provide such notice, you agree to pay all fees and remain liable for unauthorized usage of the Website or Services.

Cancellation. You may cancel your subscription account at any time and for any reason. WHEN YOU CANCEL YOUR ACCOUNT, YOU WILL NOT RECEIVE ANY REFUND OF ANY SUBSCRIPTION FEES. WHERE APPLICABLE, AND UNLESS OTHERWISE SET FORTH IN YOUR SPECIFIC PLAN DETAILS, YOUR ACCOUNT WILL REMAIN ACTIVE UNTIL THE END OF YOUR CURRENT SUBSCRIPTION TERM UNLESS OTHERWISE TERMINATED BY SBIR Source. SUBSCRIPTION FEES WILL NOT BE PRORATED OR REFUNDED FOR PARTIAL-MONTH USAGE. SUBSCRIPTION FEES CHARGED TO YOUR ACCOUNT AFTER RECEIPT OF YOUR CANCELLATION WILL BE REFUNDED.

Termination. SBIR Source may suspend or terminate your account at any time, for any reason and without prior notice. Suspected system misuse will result in your immediate termination. You will no longer have access to the Services. You will forfeit your accumulated contacts, points, and rating upon termination. YOUR SUBSCRIPTION FEE WILL NOT BE REFUNDED OR PRORATED FOR PARTIAL-MONTH USAGE FOLLOWING TERMINATION.

7. LICENSE

Subject to your compliance with the terms and conditions of this Agreement, and any other agreement between you and SBIR Source, SBIR Source grants you a non-exclusive, non-sublicensable, non-assignable, revocable, non-transferable license to access the Website and Services. Except as expressly set forth herein, this Agreement grants you no rights in or to the intellectual property of SBIR Source or any other party. In the event that you breach any provision of this Agreement, your rights under this paragraph will immediately terminate. By accepting this license, you agree that all information contained in the Directory is the proprietary, confidential information of SBIR Source, that you will safeguard and protect such information, and that you will use the information in accordance with the Code (below). Your obligations set forth above shall survive termination of this Agreement.

8. CODE OF CONDUCT

This section sets forth the SBIR Source Code of Conduct (the "Code"). All Members and Website Visitors must fully comply with this Code at all times. You certify, represent and warrant that you will not violate this Code.

Restrictions on Inputting Information. You shall not enter illegal or improper information into the Website or in or through the Services, including, without limitation, the following:

Information that infringes the copyrights or intellectual property rights of others;

Information that is personal or non-business related, including, home addresses, Social Security numbers and credit card numbers;

Mobile or cellular telephone numbers;

Information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable, or which may solicit information from anyone under the age of 18;

Information that is defamatory, libelous, fraudulent, knowingly incorrect, or invasive of privacy or publicity rights of others;

Information that advocates or encourages conduct that could constitute a criminal offense;

Information that is actionable or may subject SBIR Source to legal action or liability of any kind;

Information that violates any applicable local, state, national or international law, regulation, or convention; or

Information that violates any provision of this Agreement or any other agreement or policy set forth by SBIR Source.

Use of Information Obtained via Website/Services. SBIR Source has no actual control over your use of information outside the Website. You shall not access the Website or Services for any purposes or in any manner that is illegal or improper, including, without limitation, the following:

For any purpose, activity or in any manner that is criminal, illegal or actionable;

In violation of any local, state, national or international laws, regulations or conventions;

To illegally 'spam' anyone or to sell, give, make available or otherwise distribute information to a spammer or for the purpose of spamming;

Acts against the Website/Services. You shall not attempt to or engage in potentially harmful acts that are directed against the Website or Services including, without limitation, the following:

Using the Website or Services in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party;

Failing to maintain an acceptable Member rating;

Causing, allowing or assisting any other person to use your account or impersonate you;

Sharing your password or login with any other person;

Logging onto a server or account that you are not authorized to access;

Forging screen names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity;

Emulating or faking usage of the Website or Services;

Violating or attempting to violate any security features of the Website;

Using manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any pages contained in the Website;

Falsely stating or otherwise misrepresenting your affiliation with any person or entity;

Introducing viruses, worms, software, Trojan horses or other similar harmful code into the Website or Services;

Interfering or attempting to interfere with the use of the Website by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing" the Website;

Causing, allowing or assisting machines, bots or automated services to access or use the Website or Services without the express written permission of SBIR Source;

Tampering with the operation, functionality or the security of the Website or Services;

Attempting to override or circumvent any security or usage rules embedded into the Website or Services that permit digital materials to be protected;

Attempting to probe, scan, or test the vulnerability of the Website, or any associated system or network, or breach any security or authentication measures;

Misusing, tricking, disrupting or otherwise interfering with the functioning of the Website or Services;

Harvesting or collecting email addresses or other contact information of other users from the Website by electronic or other means;

Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Website or Services;

Engaging in "framing," "mirroring," or otherwise simulating the appearance or function of the Website;

Without SBIR Source’s prior, express consent, advertising or selling any products, services or otherwise (whether or not for profit), or soliciting others or using the Website for commercial purposes of any kind.

Suspected Misuse and Penalties. SBIR Source may monitor the Website and Services for misuse of the Code. SBIR Source shall be the sole and final arbiter of suspected Code violations, misuse and penalty. For suspected violations, and without limiting any of its other remedies, SBIR Source reserves the right to immediately and without notice:

Delete or modify content;

Assess penalty points to your account;

Suspend your account;

Terminate your account;

Identify you to third parties;

Take legal action.

SBIR Source intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws. SBIR Source reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this Code.

9. YOUR CREATIVE CONTENT

Separate and apart from contributing to the Directory, SBIR Source's Website may allow you to post content, such as messages, images, text, photos, graphics, audio, video or other material ("Your Creative Content") through message boards, forums, Member blogs or other interactive features. With respect to Your Creative Content, while you retain any and all of your lawfully owned rights therein, you hereby grant SBIR Source a royalty-free, perpetual, irrevocable, worldwide transferable, non-exclusive and fully-sublicensable right and license to view, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display Your Creative Content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, and to exercise the same rights with respect to such works. You also permit any Visitor of SBIR Source's Website to access, store, distribute, perform, reproduce and prepare derivative works of Your Creative Content. No compensation will be paid to you or to any other person or entity with respect to Your Creative Content.

SBIR Source may remove Your Creative Content at any time in its sole discretion. You are solely responsible at your own cost and expense to create backup copies of Your Creative Content. Likewise, by accessing the Services you may be exposed to other Members' Creative Content that you find offensive, indecent or objectionable -- you agree that you use the Website and Services at your own risk.

You agree that SBIR Source is not under any obligation of confidentiality, express or implied, with respect to Your Creative Content. You represent and warrant that you own or otherwise control all necessary rights to Your Creative Content, that it does not violate or infringe upon the intellectual property rights of a third party, that it is accurate, that it does not contain libelous, defamatory or otherwise unlawful material, that it does not violate anyone’s rights to publicity or privacy, that it will not cause injury to any person or entity, that it does not otherwise violate these TOU, and that you will indemnify SBIR Source and its service providers for all claims resulting from Your Creative Content.

As the provider of the Website, SBIR Source is only a forum and is not liable for any statements, representations, or omissions made through Your (or other Visitors’) Creative Content. Any opinions, advice, purported facts, or recommendations expressed therein are those of the Visitors who make them, and not those of SBIR Source; SBIR Source does not endorse any opinion, purported fact, recommendation or advice expressed therein. Likewise, it is your responsibility to exercise due care and caution (for your privacy, safety, and identity, among other concerns) when posting Your Creative Content or accessing the Website or Services.

As SBIR Source asks others to respect its intellectual property rights, SBIR Source respects the intellectual property rights of others. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Likewise, if you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want SBIR Source to delete, edit, or disable the material in question, you must provide SBIR Source with all of the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SBIR Source to locate the material;

information reasonably sufficient to permit SBIR Source to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;

a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to SBIR Source’s designated agent at [email protected]

11. DISCLAIMERS; LIMITATION OF LIABILITY

NO WARRANTIES

ALTHOUGH SBIR SOURCE TAKES REASONABLE MEASURES TO KEEP THE WEBSITE AND SERVICES ERROR-FREE AND SAFE, YOU ACCESS THEM AT YOUR OWN RISK. SBIR SOURCE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER SBIR SOURCE NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR SECURE.

YOUR RESPONSIBILITY FOR DAMAGE

YOU AGREE THAT YOUR USE OF THE WEBSITE OR SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SBIR SOURCE OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE WEBSITE OR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE WEBSITE OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.

YOUR RESPONSIBILITY FOR YOUR ACTIONS

YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER WEBSITE VISITORS OR THIRD PARTIES AS THE RESULT OF YOUR REMARKS, INFORMATION, FEEDBACK OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE WEBSITE OR THROUGH THE SERVICES THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE.

LIMITATION OF LIABILITY

YOU AGREE THAT NEITHER SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, NOR ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR ACCESS OF THE WEBSITE OR THE SERVICES. SBIR SOURCE IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD-PARTIES (INCLUDING OTHER VISITORS OR MEMBERS), AND YOU RELEASE SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD-PARTIES. IN THIS REGARD, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

THE LIABILITY OF SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF SBIR SOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE GREATER OF $200.00 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12 MONTHS.

APPLICATION

THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATIONS OF LIABILITY BETWEEN YOU AND SBIR SOURCE OR BETWEEN YOU AND ANY OF SBIR SOURCE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE, SERVICES, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

12. INDEMNIFICATION

You agree to indemnify and hold SBIR Source, its directors, officers, employees and agents, and its suppliers, licensors, and service providers, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of or in connection with: (1) your use of the Website or Services; (2) any violation of this Agreement (including, without limitation, the Code); (3) your violation of any law or the rights of any third party. SBIR Source will have the right, but not the obligation, to participate through counsel of its choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hard harmless SBIR Source. You may not settle any Claims without the prior written consent of the concerned SBIR Source person or persons.

13. THIRD-PARTY WEBSITES

On SBIR Source's Website, you may find links to websites operated by third parties ("Third-Party Sites"). SBIR Source does not endorse or control Third-Party Sites, each of which may be governed by its own terms of service and privacy policy. SBIR Source disclaims, and you hereby agree to assume, all responsibility and liability for any damages or other harm, whether to you or third-parties, resulting from your use of Third-Party Sites. Please take all protections necessary to protect yourself and your computer system when accessing Third-Party Sites, particularly when downloading or purchasing anything therefrom.

14. TERMINATION

Method

You may terminate this Agreement at any time, for any or no reason at all, by providing SBIR Source notice of your intent to do so (SBIR Source, Attn: Legal Department, [email protected]).

Without altering any other provision of this Agreement, SBIR Source may terminate this Agreement without notice or liability. SBIR Source may also deny, suspend, cancel, or terminate your use of the Website or Services, including without limitation, for breach or suspected breach of this Agreement or of any applicable law or regulation.

Effect of Termination; Survival

If this Agreement terminates, you will no longer be authorized to access the Website or Services. Sections 7-9, 11, 12, and 14-16 of the Agreement will survive termination.

15. ARBITRATION

EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND SBIR SOURCE THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR YOUR ACCESS OF THE WEBSITE OR SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of you or SBIR Source has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated the Code set forth above, then you and SBIR Source acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Website may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration shall be in California, and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

16. GOVERNING LAW

This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles.

To the extent arbitration is not required under this Agreement, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES WILL BE THE STATE AND FEDERAL COURTS IN CALIFORNIA. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER VISITORS OF THE WEBSITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to this agreement, the Website or Services be instituted more than one (1) year after the cause of action arose.

17. MISCELLANEOUS

SBIR Source’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions.

Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement.

SBIR Source may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under this Agreement are not assignable by you without written consent of SBIR Source.

Headings are used for convenience only and are not to be used for meaning or intent.

This Agreement, along with your Plan Details, and any other signed writing between you and SBIR Source regarding the Services, constitutes the entire understanding between you and SBIR Source and supersedes any prior or contemporaneous communications or provisions on the subject matter. This Agreement cannot be modified, unless in a writing labeled "Modification to TOU", executed by both you and an officer of SBIR Source.

SBIR Source values your enthusiasm of its Website and Services. If you have any questions, comments, suggestions, or concerns, or if you would like to provide any notice under this Agreement, please contact us at [email protected]